EXHIBIT D.PDF

UNION PACIFIC RAILROAD COMPANY MON
PUBLIC HIGHWAY AT-GRADE CROSSING IMPROVEMENT AGREEMENT BUILDING AMERICA' PACIFIC
EXHIBIT D
TO SUPPLEMENTAL PUBLIC HIGHWAY AT-GRADE CROSSING IMPROVEMENT AGREEMENT
GENERAL TERMS AND CONDITIONS
SECTION 1. CONDITIONS AND COVENANTS
A. The Railroad makes no covenant or warranty of title for quiet possession or against encumbrances. The County shall
not use or permit use of the Crossing Area for any purposes other than those described in this Agreement. Without limiting
the foregoing, the County shall not use or permit use of the Crossing Area for railroad purposes, or for gas, oil or gasoline
pipe lines. Any lines constructed on the Railroad's property by or under authority of the County for the purpose of conveying
electric power or communications incidental to the County's use of the property for highway purposes shall be constructed in
accordance with specifications and requirements of the Railroad, and in such manner as not adversely to affect
communication or signal lines of the Railroad or its licensees now or hereafter located upon said property. No nonparty shall
be admitted by the County to use or occupy any part of the Railroad's property without the Railroad's written consent. Nothing
herein shall obligate the Railroad to give such consent.
B. The Railroad reserves the right to cross the Crossing Area with such railroad tracks as may be required for its
convenience or purposes. In the event the Railroad shall place additional tracks upon the Crossing Area, the County shall, at
its sole cost and expense, modify the Roadway to conform with all tracks within the Crossing Area.
C. The right hereby granted is subject to any existing encumbrances and rights (whether public or private), recorded or
unrecorded, and also to any renewals thereof. The County shall not damage, destroy or interfere with the property or rights of
nonparties in, upon or relating to the Railroad's property, unless the County at its own expense settles with and obtains
releases from such nonparties.
D. The Railroad reserves the right to use and to grant to others the right to use the Crossing Area for any purpose not
inconsistent with the right hereby granted, including, but not by way of limitation, the right to construct, reconstruct, maintain,
operate, repair, alter, renew and replace tracks, facilities and appurtenances on the property; and the right to cross the
Crossing Area with all kinds of equipment.
E. So far as it lawfully may do so, the County will assume, bear and pay all taxes and assessments of whatsoever nature
or kind (whether general, local or special) levied or assessed upon or against the Crossing Area, excepting taxes levied upon
and against the property as a component part of the Railroad's operating property.
F. If any property or rights other than the right hereby granted are necessary for the construction, maintenance and use
of the Roadway and its appurtenances, or for the performance of any work in connection with the Project, the County will
acquire all such other property and rights at its own expense and without expense to the Railroad.
SECTION 2. CONSTRUCTION OF ROADWAY
A. The County, at its expense, will apply for and obtain all public authority required by law, ordinance, rule or regulation
for the Project, and will furnish the Railroad upon request with satisfactory evidence that such authority has been obtained.
B. Except as may be otherwise specifically provided herein, the County, at its expense, will furnish all necessary labor,
material and equipment, and shall construct and complete the Roadway and all appurtenances thereof. The appurtenances
shall include, without limitation, all necessary and proper highway warning devices (except those installed by the Railroad
within its right of way) and all necessary drainage facilities, guard rails or barriers, and right of way fences between the
Roadway and the railroad tracks. Upon completion of the Project, the County shall remove from the Railroad's property all
temporary structures and false work, and will leave the Crossing Area in a condition satisfactory to the Railroad.
C. All construction work of the County upon the Railroad's property (including, but not limited to, construction of the
Roadway and all appurtenances and all related and incidental work) shall be performed and completed in a manner
satisfactory to the Assistant Vice President Engineering-Design of the Railroad or his authorized representative and in
compliance with the Plans, and other guidelines furnished by the Railroad.
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Agreement Exhibit 0 Exhibit D

UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT-GRADE CROSSING IMPROVEMENT AGREEMENT BUILDING AMERICA"
D. All construction work of the County shall be performed diligently and completed within a reasonable time. No part of
the Project shall be suspended, discontinued or unduly delayed without the Railroad's written consent, and subject to such
reasonable conditions as the Railroad may specify. It is understood that the Railroad's tracks at and in the vicinity of the work
will be in constant or frequent use during progress of the work and that movement or stoppage of trains, engines or cars may
cause delays in the work of the County. The County hereby assumes the risk of any such delays and agrees that no claims
for damages on account of any delay shall be made against the Railroad by the State and/or the Contractor.
SECTION 3. INJURY AND DAMAGE TO PROPERTY
If the County, in the performance of any work contemplated by this Agreement or by the failure to do or perform
anything for which the County is responsible under the provisions of this Agreement, shall injure, damage or destroy any
property of the Railroad or of any other person lawfully occupying or using the property of the Railroad, such property shall be
replaced or repaired by the County at the County's own expense, or by the Railroad at the expense of the County, and to the
satisfaction of the Railroad's Assistant Vice President Engineering-Design.
SECTION 4. RAILROAD MAY USE CONTRACTORS TO PERFORM WORK
The Railroad may contract for the performance of any of its work by other than the Railroad forces. The Railroad
shall notify the County of the contract price within ninety (90) days after it is awarded. Unless the Railroad's work is to be
performed on a fixed price basis, the County shall reimburse the Railroad for the amount of the contract.
SECTION 5. MAINTENANCE AND REPAIRS
A, The County shall, at its own sole expense, maintain, repair, and renew, or cause to be maintained, repaired and
renewed, the entire Crossing Area and Roadway, except the portions between the track tie ends, which shall be maintained by
and at the expense of the Railroad.
B. If, in the future, the County elects to have the surfacing material between the track tie ends, or between tracks if there
is more than one railroad track across the Crossing Area, replaced with paving or some surfacing material other than timer
planking, the Railroad, at the County's expense, shall install such replacement surfacing, and in the future, to the extent repair
or replacement of the surfacing is necessitated by repair or rehabilitation of the Railroad's tracks through the Crossing Area, the
County shall bear the expense of such repairs or replacement.
SECTION 6. CHANGES IN GRADE
If at any time the Railroad shall elect, or be required by competent authority to, raise or lower the grade of all or any
portion of the track(s) located within the Crossing Area, the County shall, at its own expense, conform the Roadway to conform
with the change of grade of the trackage.
SECTION 7. REARRANGEMENT OF WARNING DEVICES
If the change or rearrangement of any warning device installed hereunder is necessitated for public or Railroad
convenience or on account of improvements for either the Railroad, highway or both, the parties will apportion the expense
incidental thereto between themselves by negotiation, agreement or by the order of a competent authority before the change
or rearrangement is undertaken.
SECTION 8. SAFETY MEASURES; PROTECTION
OF RAILROAD COMPANY OPERATIONS
It is understood and recognized that safety and continuity of the Railroad's operations and communications are of the
utmost importance; and in order that the same may be adequately safeguarded, protected and assured, and in order that
accidents may be prevented and avoided, it is agreed with respect to all of said work of the County that the work will be
performed in a safe manner and in conformity with the following standards:
A. Definitions. All references in this Agreement to the County shall also include the Contractor and their respective
officers, agents and employees, and others acting under its or their authority; and all references in this Agreement to work of
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UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT-GRADE CROSSING IMPROVEMENT AGREEMENT BUILDING AMERICA*
the County shall include work both within and outside of the Railroad's property.
B. Entry on to Railroad's Property by County. If the County's employees need to enter Railroad's property in order to
perform an inspection of the Roadway, minor maintenance or other activities, the County shall first provide at least ten (10)
working days advance notice to the Railroad Representative. With respect to such entry on to Railroad's property, the County,
to the extent permitted by law, agrees to release, defend and indemnify the Railroad from and against any loss, damage, injury,
liability, claim, cost or expense incurred by any person including, without limitation, the County's employees, or damage to any
property or equipment (collectively the "Loss") that arises from the presence or activities of County's employees on Railroad's
property, except to the extent that any Loss is caused by the sole direct negligence of Railroad.
C. Flagging.
(i) If the County's employees need to enter Railroad's property as provided in Paragraph B above, the County
agrees to notify the Railroad Representative at least thirty (30) working days in advance of proposed performance of any work
by County in which any person or equipment will be within twenty-five (25) feet of any track, or will be near enough to any track
that any equipment extension (such as, but not limited to, a crane boom) will reach to within twenty-five (25) feet of any track.
No work of any kind shall be performed, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall
be located, operated, placed, or stored within twenty-five (25) feet of any of Railroad's track(s) at any time, for any reason,
unless and until a Railroad flagman is provided to watch for trains. Upon receipt of such thirty (30) day notice, the Railroad
Representative will determine and inform County whether a flagman need be present and whether County needs to implement
any special protective or safety measures. If flagging or other special protective or safety measures are performed by Railroad,
Railroad will bill County for such expenses incurred by Railroad. If Railroad performs any flagging, or other special protective or
safety measures are performed by Railroad, County agrees that County is not relieved of any of its responsibilities or liabilities
set forth in this Agreement.
(ii) The rate of pay per hour for each flagman will be the prevailing hourly rate in effect for an eight-hour day for the
class of flagmen used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in
effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health
and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees
Liability and Property Damage and Administration will be included, computed on actual payroll. The composite charge will be
the prevailing composite charge in effect at the time the work is performed. One and one-half times the current hourly rate is
paid for overtime, Saturdays and Sundays, and two and one-half times current hourly rate for holidays. Wage rates are subject
to change, at any time, by law or by agreement between Railroad and its employees, and may be retroactive as a result of
negotiations or a ruling of an authorized governmental agency. Additional charges on labor are also subject to change. If the
wage rate or additional charges are changed, County shall pay on the basis of the new rates and charges.
(iii) Reimbursement to Railroad will be required covering the full eight-hour day during which any flagman is
furnished, unless the flagman can be assigned to other Railroad work during a portion of such day, in which event
reimbursement will not be required for the portion of the day during which the flagman is engaged in other Railroad work.
Reimbursement will also be required for any day not actually worked by the flagman following the flagrnan's assignment to work
on the project for which Railroad is required to pay the flagman and which could not reasonably be avoided by Railroad by
assignment of such flagman to other work, even though County may not be working during such time. When it becomes
necessary for Railroad to bulletin and assign an employee to a flagging position in compliance with union collective bargaining
agreements, County must provide Railroad a minimum of five (5) days notice prior to the cessation of the need for a flagman. If
five (5) days notice of cessation is not given, County will still be required to pay flagging charges for the five (5) day notice
period required by union agreement to be given to the employee, even though flagging is not required for that period. An
additional thirty (30) days notice must then be given to Railroad if flagging set -vices are needed again after such five day
cessation notice has been given to Railroad.
D. Compliance With Laws. The County shall comply with all applicable federal, state and local laws, regulations and
enactments affecting the work. The County shall use only such methods as are consistent with safety, both as concerns the
County, the County's agents and employees, the officers, agents, employees and property of the Railroad and the public in
general. The County (without limiting the generality of the foregoing) shall comply with all applicable state and federal
occupational safety and health acts and regulations. All Federal Railroad Administration regulations shall be followed when
work is performed on the Railroad's premises. If any failure by the County to comply with any such laws, regulations, and
enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against the Railroad, the
County shall reimburse, and to the extent it may lawfully do so, indemnify the Railroad for any such fine, penalty, cost, or
charge, including without limitation attorney's fees, court costs and expenses. The County further agrees in the event of any
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Agreement Exhibit Exhibit D

UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT-GRADE CROSSING IMPROVEMENT AGREEMENT BUILDING AMERICA'
such action, upon notice thereof being provided by the Railroad, to defend such action free of cost, charge, or expense to the
Railroad.
E. No Interference or Delays. The County shall not do, suffer or permit anything which will or may obstruct, endanger,
interfere with, hinder or delay maintenance or operation of the Railroad's tracks or facilities, or any communication or signal
lines, installations or any appurtenances thereof, or the operations of others lawfully occupying or using the Railroad's
property or facilities.
F. Supervision. The County, at its own expense, shall adequately police and supervise all work to be performed by the
County, and shall not inflict injury to persons or damage to property for the safety of whom or of which the Railroad may be
responsible, or to property of the Railroad. The responsibility of the County for safe conduct and adequate policing and
supervision of the Project shall not be lessened or otherwise affected by the Railroad's approval of plans and specifications,
or by the Railroad's collaboration in performance of any work, or by the presence at the work site of the Railroad's
representatives, or by compliance by the County with any requests or recommendations made by such representatives. If a
representative of the Railroad is assigned to the Project, the County will give due consideration to suggestions and
recommendations made by such representative for the safety and protection of the Railroad's property and operations.
G. Suspension of Work. If at any time the County's engineers or the Vice President-Engineering Services of the
Railroad or their respective representatives shall be of the opinion that any work of the County is being or is about to be done
or prosecuted without due regard and precaution for safety and security, the County shall immediately suspend the work until
suitable, adequate and proper protective measures are adopted and provided.
Removal of Debris. The County shall not cause, suffer or permit material or debris to be deposited or cast upon, or
to slide or fall upon any property or facilities of the Railroad; and any such material and debris shall be promptly removed from
the Railroad's property by the County at the County's own expense or by the Railroad at the expense of the County. The
County shall not cause, suffer or permit any snow to be plowed or cast upon the Railroad's property during snow removal
from the Crossing Area.
Explosives. The County shall not discharge any explosives on or in the vicinity of the Railroad's property without the
prior consent of the Railroad's Vice President-Engineering Services, which shall not be given if, in the sole discretion of the
Railroad's Vice President-Engineering Services, such discharge would be dangerous or would interfere with the Railroad's
property or facilities. For the purposes hereof, the "vicinity of the Railroad's property" shall be deemed to be any place on the
Railroad's property or in such close proximity to the Railroad's property that the discharge of explosives could cause injury to
the Railroad's employees or other persons, or cause damage to or interference with the facilities or operations on the
Railroad's property. The Railroad reserves the right to impose such conditions, restrictions or limitations on the
transportation, handling, storage, security and use of explosives as the Railroad, in the Railroad's sole discretion, may deem
to be necessary, desirable or appropriate.
J. Excavation, The County shall not excavate from existing slopes nor construct new slopes which are excessive and
may create hazards of slides or falling rock, or impair or endanger the clearance between existing or new slopes and the
tracks of the Railroad. The County shall not do or cause to be done any work which will or may disturb the stability of any
area or adversely affect the Railroad's tracks or facilities. The County, at its own expense, shall install and maintain adequate
shoring and cribbing for all excavation and/or trenching performed by the County in connection with construction,
maintenance or other work. The shoring and cribbing shall be constructed and maintained with materials and in a manner
approved by the Railroad's Assistant Vice President Engineering - Design to withstand all stresses likely to be encountered,
including any stresses resulting from vibrations caused by the Railroad's operations in the vicinity.
K. Drainage. The County, at the County's own expense, shall provide and maintain suitable facilities for draining the
Roadway and its appurtenances, and shall not suffer or permit drainage water therefrom to flow or collect upon property of the
Railroad. The County, at the County's own expense, shall provide adequate passageway for the waters of any streams,
bodies of water and drainage facilities (either natural or artificial, and including water from the Railroad's culvert and drainage
facilities), so that said waters may not, because of any facilities or work of the County, be impeded, obstructed, diverted or
caused to back up, overflow or damage the property of the Railroad or any part thereof, or property of others. The County
shall not obstruct or interfere with existing ditches or drainage facilities.
L. Notice. Before commencing any work, the County shall provide the advance notice to the Railroad that is required
under the Contractor's Right of Entry Agreement.
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Agreement — Exhibit 0 Exhibit D

UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT-GRADE CROSSING IMPROVEMENT AGREEMENT BUILDING AMERICA"
M. Fiber Optic Cables. Fiber optic cable systems may be buried on the Railroad's property. Protection of the fiber optic
cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and
loss of revenue and profits. County shall telephone the Railroad during normal business hours (7:00 a.m. to 9:00 p.m.
Central Time, Monday through Friday, except holidays) at 1-800-336-9193 (also a 24-hour, 7-day number for emergency
calls) to determine if fiber optic cable is buried anywhere on the Railroad's premises to be used by the County. If it is, County
will telephone the telecommunications company(ies) involved, arrange for a cable locator, and make arrangements for
relocation or other protection of the fiber optic cable prior to beginning any work on the Railroad's premises.
SECTION 9. INTERIM WARNING DEVICES
If at anytime it is determined by a competent authority, by the County, or by agreement between the parties, that new
or improved train activated warning devices should be installed at the Crossing Area, the County shall install adequate
temporary warning devices or signs and impose appropriate vehicular control measures to protect the motoring public until
the new or improved devices have been installed.
SECTION 10. OTHER RAILROADS
All protective and indemnifying provisions of this Agreement shall inure to the benefit of the Railroad and any other
railroad company lawfully using the Railroad's property or facilities.
SECTION 11. BOOKS AND RECORDS
The books, papers, records and accounts of Railroad, so far as they relate to the items of expense for the materials to
be provided by Railroad under this Project, or are associated with the work to be performed by Railroad under this Project, shall
be open to inspection and audit at Railroad's offices in Omaha, Nebraska, during normal business hours by the agents and
authorized representatives of County for a period of three (3) years following the date of Railroad's last billing sent to County.
SECTION 12. REMEDIES FOR BREACH OR NONUSE
A. If the County shall fail, refuse or neglect to perform and abide by the terms of this Agreement, the Railroad, in addition
to any other rights and remedies, may perform any work which in the judgment of the Railroad is necessary to place the
Roadway and appurtenances in such condition as will not menace, endanger or interfere with the Railroad's facilities or
operations or jeopardize the Railroad's employees; and the County will reimburse the Railroad for the expenses thereof.
B. Nonuse by the County of the Crossing Area for public highway purposes continuing at any time for a period of
eighteen (18) months shall, at the option of the Railroad, work a termination of this Agreement and of all rights of the County
hereunder.
C. The County will surrender peaceable possession of the Crossing Area and Roadway upon termination of this
Agreement. Termination of this Agreement shall not affect any rights, obligations or liabilities of the parties, accrued or
otherwise, which may have arisen prior to termination.
SECTION 13. MODIFICATION - ENTIRE AGREEMENT
No waiver, modification or amendment of this Agreement shall be of any force or effect unless made in writing,
signed by the County and the Railroad and specifying with particularity the nature and extent of such waiver, modification or
amendment. Any waiver by the Railroad of any default by the County shall not affect or impair any right arising from any
subsequent default. This Agreement and Exhibits attached hereto and made a part hereof constitute the entire understanding
between the County and the Railroad and cancel and supersede any prior negotiations, understandings or agreements,
whether written or oral, with respect to the work or any part thereof.
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Agreement — Exhibit 0 Exhibit D